GRI Form 4: Director Roelof Rongen receives 4,527 stock options

Rhea-AI Filing Summary

Roelof Rongen, a director of GRI Bio, Inc. (GRI), was granted a stock option to buy 4,527 shares of common stock at an exercise price of $1.30 per share on 08/13/2025. The option vests in four equal quarterly installments and is fully vested on the first anniversary of the grant date, with an exercise/expiration schedule showing exercisability beginning 08/13/2025 and an expiration date of 08/13/2035. Following the grant, Mr. Rongen directly beneficially owns 4,527 underlying shares/options. The Form 4 was filed as a single reporting person filing and signed by an attorney-in-fact on 08/14/2025.

Positive

• Director equity alignment: The reporting person received an option grant of 4,527 shares, aligning director incentives with shareholder value.
• Clear vesting terms: Vesting is specified as four equal quarterly installments, fully vested on the first anniversary, providing transparent service-based vesting.

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received a standard option grant of 4,527 shares with one-year cliff-style vesting, resulting in direct ownership of 4,527 options.

The grant is a routine equity compensation event for an issuer director. The option price of $1.30 and a ten-year term to 2035 are typical for incentivizing long-term alignment. Vesting in four equal quarterly installments over one year means incremental service-based vesting rather than immediate full vesting. The disclosure is clear and complete regarding amounts, price, vesting frequency, and post-transaction beneficial ownership.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard director option grant with explicit vesting schedule and direct ownership disclosure.

The filing identifies the reporting person as a director and provides required details: transaction date, option amount, exercise price, vesting schedule, and beneficial ownership post-transaction. The Form 4 was filed individually and signed by an attorney-in-fact, meeting procedural requirements. No other governance actions or changes are disclosed.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rongen Roelof

(Last) (First) (Middle)

C/O GRI BIO, INC.

2223 AVENIDA DE LA PLAYA, SUITE 208

(Street)

LA JOLLA CA 92037

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRI Bio, Inc. [ GRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.3	08/13/2025		A		4,527		(1)	08/13/2035	Common Stock	4,527	$0	4,527	D

Explanation of Responses:

1. The stock option vests in 4 equal quarterly installments such that the stock option is fully vested on the first anniversary of the date of grant.

Remarks:

	/s/ Leanne Kelly, Attorney-in-Fact	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What was disclosed in the Form 4 for GRI Bio (GRI)?

The Form 4 reports a stock option grant to director Roelof Rongen for 4,527 shares at an exercise price of $1.30 per share dated 08/13/2025.

How does the option vest for Roelof Rongen's grant?

The option vests in four equal quarterly installments and is fully vested on the first anniversary of the grant date.

What is the expiration date of the granted option?

The option shows an expiration date of 08/13/2035 per the Form 4 disclosure.

How many derivative securities does the reporting person own after the transaction?

Following the reported transaction, the reporting person directly beneficially owns 4,527 derivative securities/underlying common shares.

Who filed and signed the Form 4 for this transaction?

The Form 4 was signed by Leanne Kelly, Attorney-in-Fact on 08/14/2025.